Brockman Mining Limited — M&A Activity 2000

Mar 3, 2000

Listed Company Information

WONG'S INT'L<0099> - Announcement The Stock Exchange of Hong Kong Limited (the `SEHK') takes no responsibility for the contents of this announcement, makes no representation as to its accuracy or completeness and expressly disclaims any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this announcement. WONG'S INTERNATIONAL (HOLDINGS) LIMITED (Incorporated in Bermuda with limited liability) WONG'S CIRCUITS (HOLDINGS) LIMITED (Incorporated in Singapore with limited liability) Joint Announcement Wong's Circuits (Holdings) Limited (`WCHL') (whose shares are listed on the Singapore Exchange Securities Trading Limited (`SGX-ST') and is owned as to 74.25% by Wong's International (Holdings) Limited (`WIH') (whose shares are listed on the SEHK)), together with Mr Johnny C.A. Wong and the Wong family as controlling shareholders (through the WIH) of WCHL have entered into a term sheet (`MOU') with an independent third party in relation to the proposed disposal of the printed circuits board business of WCHL (the `PCB Business'). The key terms of the MOU are not legally binding and the proposed disposal may or may not proceed. 1. Disposal of the PCB Business The directors of WIH and the directors of WCHL jointly announce that WCHL, Mr. Johnny C.A. Wong and the Wong family as controlling shareholders, through WIH, of WCHL have signed the MOU with an independent third party (the `Acquirer'), who is not connected with the directors, chief executives or substantial shareholders of both WIH or WCHL or their respective associates, in connection with the proposed disposal of the PCB Business (the `Disposal'). 2. Key terms of the MOU Save for certain confidentiality obligations, an exclusive right to allow the Acquirer to, inter alia, conduct due diligence on the PCB Business for a four month period from the date of the MOU and the provisions relating to fees and expenses relating to the Disposal (in particular, WCHL has to pay a breakage fee equivalent to 1% of the consideration (as mentioned below) to the Acquirer if WCHL either calls off the Disposal or is not prepared to complete), the terms of the MOU are not legally binding. As at the date of this announcement, neither WIH nor WCHL has entered into any definitive agreement or reached any fixed terms with the Acquirer in relation to the Disposal. The following key terms of the MOU are set out in this announcement for information purposes only and are still subject to contract: 1. The minimum acquisition consideration for the Disposal will be US$180 million as set out in the MOU which will be increased by US$11.0 million if the results of the PCB Business for the year ending 31st December 2000 meet certain targets. 2. The acquisition consideration will be further adjusted based on the net asset value and working capital of the PCB Business as at completion. 3. Under the MOU, WCHL will retain audited cash balances accumulated by the PCB Business up to the earlier of the closing date or 31st July 2000 (the `Retained Cash') but will be responsible for bank borrowings of the PCB Business and other liabilities under financial instruments as at the closing date. If the closing occurs after 31st July 2000 and the accumulated cash balances exceed the Retained Cash, the excess portion shall be transferred to the Acquirer or its nominee purchasing company. A further announcement will be made as and when appropriate in relation to the progress of the Disposal. 3. Position after the Disposal As at the date of this announcement, neither WIH nor WCHL has considered the use of the sale proceeds, if the Disposal is completed, nor the future development of WIH or WCHL following the Disposal. After the Disposal, the principal activities of WIH and its subsidiaries (the `Group') will be the manufacture of electronic products for original equipment manufacturer customers. The directors of WIH consider that the Group will have sufficient operations to warrant the continued listing of WIH's shares on the SEHK as required under paragraph 38 of the Listing Agreement between WIH and the SEHK. If the Disposal materializes, the Disposal will constitute a major transaction for WIH under the Rules Governing the Listing of Securities on the SEHK (the `Listing Rules'). The Disposal will also constitute a major transaction for WCHL under the Listing Manual of the SGX-ST. Accordingly, the Disposal is subject to approval by the shareholders of WIH under the Listing Rules and the shareholders of WCHL under the Listing Manual of the SGX-ST. As the Disposal may or may not be completed, shareholders and investors are advised to exercise caution when dealing with the shares and warrants of WIH or the shares of WCHL. By order of the Board of WONG'S INTERNATIONAL (HOLDINGS) LIMITED Gabriel Chan Tsze Wah Company Secretary Hong Kong, 2nd March 2000 By order of the Board of WONG'S CIRCUITS (HOLDINGS) LIMITED Gabriel Chan Tsze Wah Director Hong Kong, 2nd March 2000